Purchase Order Terms and Conditions

Unless an executed, written agreement exists between Zowasel., ("Zowasel") and the seller ("Seller") identified on the face of these Purchase Order Terms and Conditions ("PO") regarding the crops and services covered by this PO, this PO, and any attachments are the sole agreement between Zowasel and Seller regarding the crops or services listed in this PO.

1. ACCEPTANCE

This PO is expressly conditioned on the Seller's acceptance of all the terms and conditions set forth herein. Zowasel objects explicitly to any additions, deletions, or differences in the terms or conditions contained in Seller's quotation, proposal, acknowledgment, or other documents, whether or not such additions, deletions, or differences materially alter this PO. This PO may be issued in addition to other duly signed Zowasel agreements, exhibits, and schedules incorporated therein (“Agreement”) made concerning the subject matter of this PO.

2. PERFORMANCE

Time is of the essence in the performance of this Purchase Order. Suppose the crops are not delivered, or the services are not provided in the manner and at specified times. In that case, Zowasel reserves the right without liability, in addition to its other rights and remedies, to take either or both of the following actions: (a) direct expedited delivery of the crops or performance of services, with any difference in cost caused by such change paid by Seller, and (b) purchase substitute crops and charge Seller with any loss or additional costs Zowasel incurs.

3. INSPECTION

All crops and commodities purchased hereunder shall be subject to inspection by Zowasel at all reasonable times and places, notwithstanding the terms of payment and, in any event, before final acceptance. If the crops or commodities do not meet the applicable requirements and instructions, the Seller will promptly re-perform the non-conforming commodities or provide replacement crops satisfactory to the Zowasel buyer at the Seller's sole expense.

4. PAYMENT

Invoices shall be paid only after delivery using Zowasel standard payment terms as stated on every Purchase Order. Invoices shall contain the following information: PO number, part numbers description of services, prices/fees, extended totals, shipping location, delivery requirements.

5. CHANGES

Zowasel may, by written notice to Seller, make changes to any one or more of the following: (a) specifications for commodities, (b) quantity, and (c) place and time of performance. For any reason, Zowasel may also direct Seller to suspend in whole or in part the provision of crops or the performance of services hereunder permanently or for such period as may be determined by Zowasel.

6. WARRANTY

Seller expressly represents and warrants that the crops or services provided under this PO shall be (a) performed by Zowasel's specifications and instructions and (b) merchantable, non-infringing, free from defects, and fit and sufficient for the purpose intended.

7. CONFIDENTIAL INFORMATION

Zowasel and Seller acknowledge that in their course of dealings, Seller may acquire from Zowasel confidential and proprietary information about Zowasel, its business activities, and operations. Zowasel's confidential information shall only be disclosed to Seller's employees, agents, or consultants who need to know it and are under a written obligation to keep it confidential.

8. TERMINATION

Zowasel may terminate this PO in whole or in part at any time and without cause. Upon notice of termination, Seller shall inform Zowasel of the extent to which it has completed its performance under this PO and deliver any crops or work product to Zowasel. Zowasel will pay Seller for crops or services accepted and performed through the date of notice of termination.

9. INDEMNIFICATION

Seller shall indemnify, defend, and hold Zowasel, its officers, directors, shareholders, affiliates, employees, representatives, agents, customers, and consumers harmless from any losses, liabilities, costs, claims, damages, judgments, settlements, and expenses arising out of or related to this PO.

10. LIMITATION ON LIABILITY

To the fullest extent permitted by applicable law, in no event will zowasel's aggregate liability arising out of or related to this po exceed the total amount paid by zowasel to seller for the applicable crops or services provided under this po, nor shall zowasel be liable for any lost revenues, lost profits, incidental, direct, indirect, consequential, special, exemplary or punitive damages, even if advised of the possibility thereof.

11. INTELLECTUAL PROPERTY AND DATA

All records, software, files, data, reports, information, work product, notes, plans, strategies, intellectual property, and other information provided by Zowasel or prepared or developed by or for Zowasel under this PO shall be the property of Zowasel. It shall constitute works made for hire under applicable law.

12. RELATIONSHIP OF THE PARTIES

The Seller will employ personnel satisfactory to Zowasel. The Seller is an independent contractor, and nothing in this PO shall create a partnership, joint venture, agency, or other relationship other than that of supplier and customer.

13. SUBCONTRACTS AND ASSIGNMENTS

Seller agrees to obtain Zowasel's approval before subcontracting this PO or any portion thereof. Seller shall not assign or delegate this PO without Zowasel's written consent.

14. COMPLIANCE WITH LAWS

Seller shall comply with all applicable federal, state, local, and foreign laws, regulations, and rules in providing crops or services.

15. INSURANCE

Seller shall secure and maintain insurance providing sufficient coverage to comply with its obligations under this PO.

16. PUBLICITY

Seller shall not use the name or logo of Zowasel in any publicity without securing prior written consent from Zowasel.

17. NON-WAIVER OF RIGHTS

The failure of Zowasel to insist upon strict performance of any terms of this PO shall not be construed as a waiver of its rights to assert those terms.

18. REMEDIES

The rights and remedies specified in this PO shall be cumulative and non-exclusive.

19. SEVERABILITY

If any term of this PO is held invalid, the remainder of the PO shall continue in full force and effect.

20. INTERPRETATION

The headings used in this PO are for convenience only and shall not affect the interpretation of this agreement.

21. GOVERNING LAW

This PO shall be governed by the laws of Lagos State, and disputes shall be resolved in the state and federal courts of Lagos.

22. ENTIRE AGREEMENT

This PO constitutes the entire agreement between the parties and supersedes any prior agreements concerning the subject matter hereof.

23. SURVIVAL

Any term or provision that by its nature is intended to survive the expiration or termination of this PO shall survive.